


Becoming Heroes

by Boom_Chris



Category: Marvel, Spider-Gwen (Comics), Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: Alternate Universe, Kid Arachnid - Freeform, Mentions of Death, Mentor Spider-Man, Secret Identity, Spider Family, Spider-Man - Freeform, Spider-Man: Into the Spider-Verse - Freeform, Spider-woman - Freeform, Spirder-Man: Into the Spider-Verse Alternate Universe, spider-gwen
Language: English
Status: Completed
Published: 2019-09-24
Updated: 2019-09-24
Packaged: 2020-10-27 04:00:13
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 14,764
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20753984
Author URL: https://archiveofourown.org/users/Boom_Chris/pseuds/Boom_Chris
Summary: Miles Morales and Gwen Stacy are Spideys in training under the guidance of the original Spider-Man, Peter B. Parker. With his help, they slowly learns how to control their powers and become heroes just like Spider-Man. Gwen and Miles slowly become friends both in and out of their suits, and things are going well until secret identities are revealed and Spider-Man disappears.





	Becoming Heroes

**Author's Note:**

> This fic is part of the Spider-Verse Big Bang 2019. Be sure to check out my tumblr (boom-its-chris) to see the art created to go with this fic!

“Woah!” Miles cheered, “Did you guys see that?”

He pointed at the bad guy he had knocked down without any assistance from the other two Spideys.

Gwen swung over next to him.

“Nice. While you were busy with him, I took out those three,” she bragged as pointed behind her where 3 more bad guys were knocked out.

Then Peter swung over and joined them.

He added with a smug tone, “Yeah, and I took out the rest of them while you two were busy with those four.”

“Are you seriously bragging to two kids right now?” Gwen questioned with her arms crossed.

“Right…” he pointed at her, “Good job team! You’re both really improving!”

“Better.”

Their conversation was cut short by the sound of police sirens from blocks away.

“Time to go, team,” Peter warned as he quickly swung off.

Gwen quickly followed suit. Miles fumbled with his web shooter for a bit, but also swung off before the police showed up to the crime scene.

They hadn’t actually done anything wrong, they were superheroes of course, but the police weren’t fond of the vigilante Spider-Man, and they were even less fond of him training two young teens to follow in his footsteps. They had assumed he had picked two random kids without powers and was having them fight criminals and swing around the city with him, putting their lives in danger.

Unfortunately, Peter was never given the chance to explain the situation to the police. They kept threatening to arrest him if they caught him, which is why the team met up on a rooftop a few blocks away from the crime scene, where the police wouldn’t easily find them.

“Nice of you to join us,” Gwen joked when Miles finally reached the rooftop last.

“Hey, I’m still getting used to the web shooters. Plus, I never know where you two are going,” he defended himself.

“Use your spider sense, dude. That’s how I do it.”

“Well, my spider sense isn’t very clear to me.”

Peter interrupted, “you’ll get used to it, kid. It took me months to adjust to my new body before I even thought about being a crime-fighter.”

“Well, it’s already been months,” Miles looked down at his hands, feeling frustrated and saddened. “I feel like I’ll never be as good as you, or her. I mean, I’ve already made so many mistakes and hurt people. How am I ever gonna be a real hero?”

Peter stepped forward and placed his hand on Miles’s shoulder, giving it a squeeze.

“Everyone progresses at their own pace. You’re not gonna be perfect overnight. Hell, even I’m not perfect at this, but what matters is that you try. That’s what makes a superhero.”

“Wow,” Miles and Gwen said in unison. Peter could sense the looks of awe on their faces underneath their masks.

“‘Wow’ what?” he asked in pure confusion.

“That’s like the most Spider-Man thing you’ve said to us so far,” Gwen explained.

“What do you mean? I’ve been mentoring you guys for like 2 months now. I taught you about making web fluid, using the web shooters, not getting your ass kicked. I’ve said many Spider-Man things.”

“Nah, man. We’ve been kinda doubting if you were still able to do the whole Spider-Man thing, since you know, you’re old and look like that,” Miles replied as he pointed at Peter’s round stomach, “but that was honestly the most heroic and inspiring thing you’ve said so far.”

Peter glared at the teens. He felt conflicted after such a back-handed compliment.

“You know what? I’m not gonna explain how rude that was.”

“Come on, dude. We didn’t mean it like that. You’ve just been Spider-Man for so long, and we know you’ve gone through some things. Things aren’t like how they were when you were younger and just starting out. It would make sense for you to consider retiring from such a demanding and dangerous job,” Gwen explained in a soft tone.

Peter rolled his eyes. “Do I look 65 to you guys? I can handle being Spider-Man. I’m plenty young and able still, but even if I wanted to retire, you two still suck at being superheroes. New York stills needs me.”

“Fine.”

Gwen decided to back off of Peter. She knew he was sensitive about his personal life, as were her and Miles. It made sense. No superhero wants to involve their personal life with their dangerous superhero life. Plus, none of them were all that close yet. They didn’t even know each other’s real names.

“Anyway, good job today, guys. I’ll see you tomorrow,” Peter said with a slightly tired and frustrated tone before swinging away.

Miles turned to Gwen. “Do you think he’s okay?”

“Obviously not,” she replied, “Not much we can do, though. We don’t know anything about him or what’s going on. You should let it go. I have to go, too, so bye.”

She gave him a small wave before jumping off the building. Miles watched in confusion and concern as she did not shoot a web to catch her. She quickly spread her arms out, revealing wings under her arms, allowing her to glide through the air for a while before having to catch herself with a web.

“No way! She upgraded her suit!” He mentally cursed at himself for not thinking of adding wings for gliding himself. He was insanely jealous, but he knew he couldn’t just copy her.

‘I need to come up with an even better upgrade,’ he told himself, full of determination. He quickly leapt off the building and started swinging away, so he could come up with some ideas before their next meeting.

* * *

“Hi Gwen!” Miles called out as he made his way over to their shared desk. 

Gwen rolled her eyes at Miles’ cheerfulness.

“Hey Miles.”

“How was your weekend?” he asked as he sat down beside her.

“Why do you want to know?”

“Because I’m your friend.” He flashed a goofy smile at her.

Gwen suppressed the urge to smile back at him. “I never agreed to that.”

Miles shook his head, somewhat disappointed, but decided not to argue with her. He knew she’d have to come around and be friends with him eventually. He began digging through his messy bag for his Chemistry notebook for class. As he did so, many markers, pens, and scrap pieces of paper covered in sketches fell out and onto the desk.

“Geez, dude, why is your backpack a disaster?”

“It’s not that bad,” Miles argued as he found the notebook he was looking for. He triumphantly pulled it out and placed it on his desk. Then he noticed the mess he had left all over the table and frowned.

“Okay, maybe I need to do some organizing.”

Gwen let out a small laugh as she started grabbing stuff from the desk and handing it to Miles to shove back into his bag. She picked up a random, crumpled piece of paper, and out of curiosity, uncrumpled it. She was surprised to find a detailed drawing of her Spidey suit. She felt her heartbeat quicken slightly.

“So, you’re a fan of Spider-Woman?’” she asked casually.

Miles glanced over at Gwen to find her holding one of his drawings of her suit. He internally panicked for a second as he tried to think of an excuse for being able to draw such a detailed picture of her suit.

“Uh, yeah. Yeah I am. She’s pretty cool, and she’s got an awesome suit.” He managed to tell the truth in a way that wouldn’t expose himself.

Gwen nodded. “Yeah, she does. How were you able to draw such a detailed picture?” she fished for further details.

“I took a picture for reference.” Miles smiled nervously.

Gwen quirked an eyebrow, but the answer made sense so she decided to drop it. She handed the paper back to Miles, who shoved it back into his bag before putting it on the floor beside him.

“Ready for the lab today?”

“Always,” she replied confidently.

* * *

“Wow,” Gwen exclaimed when she landed on the rooftop the team normally met on for training and saw Miles already standing there, “You’re never here before me.” 

“I decided to do a bit of training on my own earlier today,” Miles casually commented.

“Did you do a solo mission? That’s not fair, dude.” Gwen frowned.

“No, I didn’t do a solo mission,” he corrected, “I’m definitely not ready for something like that, and I’m pretty sure Spider-Man would kill me if I did something like that without his permission.”

Gwen chuckled. “Dude, he’s not your dad.”

“I know that, but he is my role model. I don’t want to disappoint or upset him. Don’t you feel the same way?”

She sighed. “Well, yeah. Of course he’s my role model, too. I also definitely wouldn’t go on a solo mission without his approval either, but if I see danger and I’m the only one around, I’m not gonna sit by and watch.”

“Me too… but I worry sometimes that if I were ever in that situation, I won’t be ready and I’ll make things worse,” Miles admitted. He felt a bit weird opening up to someone he barely knew, even after training together for two whole months, he knew next to nothing about the girl standing before him, but he knew she was in a similar situation.

Gwen’s voice softened. “You don’t need to worry. I’ve seen you in action. You’re definitely not the best, but I think you do well under pressure, and some help is better than no help, you know?”

“Yeah. Thank you.” Miles nodded, feeling better and a bit more confident in his abilities. He was glad to hear that she actually believed in him despite all the joking she did.

“Speaking of Spider-Man, where is he?” Gwen asked, glancing around to see if she could spot him swinging over.

“No clue. He’s like never late.”

“Hmm,” she replied absentmindedly as she looked around more slowly and carefully, as if she had no spider senses and she wasn’t trying to spot a large man in a bright red and blue suit swinging through the air.

Miles also quickly glanced around before losing interest and walking over the end of the roof to sit down. He patted the spot next to him for Gwen to join him. She finally gave up and sat beside him.

“It’s times like these where I kinda hate the fun arrangement we have,” she commented.

“What arrangement?”

“You know, where we don’t know each others’ real names, or have each others’ phone numbers. Stuff like that. We’re just strangers that meet up a few times a week to fight crime. It’s pretty cool until our mentor abandons us.”

“Yeah, well I’m not quite sure I want to reveal my identity to you guys yet, but having Spider-Man’s phone number would probably be helpful, like how long do we stay here waiting for him?”

Gwen shrugged. “No clue.”

Miles sighed and laid down along the edge of the roof. He figured now would be the perfect opportunity to rest because neither of them could do much until Spider-Man arrived.

“Oh, are you going to take a nap, Spidey?” Gwen teased.

“Yeah, no sleeping on the job,” Peter chimed in as he landed on the roof beside him and Gwen. They both jumped, not sensing him before he appeared on the rooftop.

“Holy crap!” Miles exclaimed, “Where did you come from?”

“More importantly, why are you late?” Gwen questioned.

“Adult problems, kids. Now get up."

“What do you mean by ‘adult problems’? That’s really vague.” Miles stood up.

“Yeah, I know it’s vague. That’s the point. I’m an adult, I have problems, so therefore they are adult problems,” Peter replied sounding a bit irritated.

“But what problem makes you late to your superhero job?” Gwen pushed.

Peter shook his head. He wanted to move onto training and not be questioned. He was frustrated enough by his “adult problems” and he didn’t want to get more frustrated due to the two nosy teens standing before him.

“You two aren’t my wife or my therapist. I’m not sharing that information with you.”

“You have a wife?!” Miles and Gwen asked together in shock.

Peter groaned and slapped his hand against his forehead out of annoyance.

“Ugh, no. Do you two want to actually train or do you want to sit down and have a talk about my personal life? Personally, I would like to help people out rather than talk about my shitty personal life.”

“Sorry,” Miles sheepishly apologized. He could tell that Peter was genuinely upset by their pushing and he felt bad for upsetting someone he really looked up to. At the same time, he was surprised to hear that Spider-Man’s personal life wasn’t as great as one would assume a superhero’s life to be.

“Yeah, sorry,” Gwen added, “but seriously, what do we do if your ‘adult problems’ keep you away from training? Are we just supposed to go home?”

Peter sighed and shook his head. He wasn’t quite sure how to feel after hearing that.

“You guys want to be heroes, right?”

“Of course,” Gwen and Miles replied with no hesitation.

“Then if I’m not around, go be heroes. It’s simple. You don’t need me to do that.”

“But you said no solo missions yet,” Gwen reminded.

“True. Neither of you are ready to go on a solo mission or fight a real bad guy, but there are plenty of other ways to help out. Haven’t I taught you guys that already? Am I that bad of a teacher?”

“You’re great!” Miles rushed to reassure him, “But we feel a bit lost without you. You are our mentor after all.”

“Yeah, I know. Eventually, though, you two won’t have me around to help you out. You’ll have to help people out in your own ways,” Peter paused briefly, “I think I need to loosen the reins a bit.”

“Does that mean solo missions?” Gwen asked excitedly.

Peter laughed and Gwen rolled her eyes.

“No. Like I said, neither of you are ready for solo missions, but I think you two could handle Monday night patrols on your own.”

Gwen and Miles glanced at each other and then back at Peter.

“Really?” Miles asked, about to spill over with excitement.

“Really,” he confirmed, but quickly added, “I will be swinging around the city as backup, though. Just in case things get too intense, but yes. You two have Monday night patrols.”

Miles immediately jumped with joy and cheered. Gwen smiled and silently cheered under her mask. She wanted to appear responsible to Spider-Man.

“We got this, Spider-Woman!” Miles shouted and stuck his fist out. Gwen hesitated for a second before lightly bumping his fist.

“Come on, children,” Peter called out as he walked over to the edge of the rooftop, “We’ve got people to help.”

* * *

“Late again, Morales?” Miles’ chemistry teacher asked him, completely unsurprised.

“I overslept. Sorry,” he quickly apologized.

She sighed and shook her head. “You need to get to sleep earlier, kid. Now hurry. Your partner looks a little pissed.”

Miles turned to see Gwen staring daggers at him silently while the rest of the class seemed busy working on something. He quickly made his way over to their desk and sat down.

“What the hell, Miles?” Gwen angrily whispered, “You’re ten minutes late and we have a new project we have to work on. Everybody else already started and we’re behind.”

He whispered back, “I’m sorry. I was really busy last night and didn’t go to sleep until late.”

Miles quickly opened his backpack to grab his chemistry notebook so they could start working. Luckily, he didn’t keep Gwen waiting because he had actually took the time to organize his backpack over the weekend like she had suggested.

“I was busy last night, too, but I showed up to class on time. What’s your excuse?”

Miles froze. He couldn’t exactly explain to Gwen that he and Spider-Woman had their first Monday night patrol together and he got busy chasing down some dude who stole a teen’s bike.

“Uh, I guess I’m just bad at time management.”

“Clearly,” Gwen sighed and calmed herself, “So we’re definitely not going to finish this in class, especially if you’re gonna be late everyday. When are you free to work on this outside of school?”

Miles spotted a golden opportunity.

“Well, as you know I’m bad with time management. Maybe we should exchange numbers and we can work it out later,” he replied smoothly, though he was worried he would get Gwen even more upset.

She stared for a moment before shaking her head in defeat.

“Fine. Whatever.”

She pulled her phone out of her bag and handed it to Miles to put his number in. Miles took the phone and silently cheered. He was kind of shocked that he actually convinced her to give him her number, but he was happy regardless.

Miles knew he was closer to getting her to become his friend. As much as Gwen tried to act like she didn’t like Miles, he knew that wasn’t the truth. He could sense that she was scared to get too close to him for some reason, but he was going to be her friend regardless.

* * *

Gwen knocked on Miles’ dorm room and mentally prepared herself. As she waited for Miles to answer, she heard a soft “oh crap” and a lot of shuffling around coming from behind the door. She let out a soft chuckle before the door opened.

“Hey,” Miles greeted smoothly, assuming Gwen hadn’t heard him rush to shove his clutter out of sight.

“Hi,” she returned before walking in. She glanced around the room, taking in the new environment, before sitting down at Miles’ desk.

“Ready to work?” Gwen asked as she began going through her bag to grab her notebook and project materials.

“Ugh. Why do you always want to get straight to work?” Miles responded as he sat beside her.

“Because we have work to do, Miles.”

“Yeah, but we could also just relax for a bit and get to know each other.”

“‘Get to know each other’? Really, dude?”

Sometimes Gwen found it really frustrating how hard Miles tried to be her friend. She was fine with letting him say they were friends, but she really wasn’t interested in them actually being friends.

“Yes. I really think we should get to know each other. I think it will help us work together better.”

Gwen sighed. She knew she definitely didn’t have the energy to argue against Miles, so she might as well accept defeat and give him what he wanted.

“Fine. We can get to know each other for a bit, but then we have to work on this project. You were late to the last two classes and we’re really behind.”

“Yes!” Miles cheered, “I promise we’ll get caught up and finish on time.”

“Yeah, we better. I’m not failing this project because you seemingly can’t ever wake up on time,’ Gwen commented, “Do you have insomnia or something?”

“No, I don’t have insomnia.” Miles rolled his eyes at the suggestion.

Gwen leaned back in her chair and crossed her arms. “Well, then why are you always oversleeping? Something has to be keeping you up.”

Miles paused. “Can you keep a secret?”

Gwen raised an eyebrow and nodded. Miles reached across the desk and picked up his phone. He scrolled through it for a minute before handing it over to Gwen. It was a picture of some beautifully painted sunflowers on a brick wall.

“I really love doing street art,” Miles explained.

Gwen swiped to the next picture, and the next, and she kept swiping until she came upon a painting of her Spider-Woman suit. It was beautiful and all the details were perfect. It almost made her nervous how accurate the costume looked, but she brushed that thought aside.

“Why would you keep this a secret?” She asked as she handed the phone back to him.

“My dad is a police officer and he doesn’t want me to graffiti anything. He wants me to ‘be better than that’, but I just want to share my art.”

Gwen was shocked that she could actually relate Miles.

“I know what you mean. My dad’s also a police officer. He’s also not totally on board with my music. He wants me to use my smarts and become a great detective one day. I don’t even know what I want to do yet,” Gwen explained.

“Oh wow.” Miles was a bit stunned. He hadn’t expected Gwen to be able to relate to him on this subject, and he certainly hadn’t expected her to open up this much.

“What kind of music do you do?” Miles asked out of curiosity.

Gwen hesitated. She wasn’t sure she wanted to show Miles, but she knew it was fair since he had shown her his art. She quickly grabbed her phone out of her bag and went searching for one of the videos she had of her and her old band from before she had moved. She handed the phone over to Miles to let him watch.

“Woah! Look at you on the drums! You’re amazing!” Miles exclaimed.

Gwen blushed at his genuine comment. It had been a while since she last played and got to see other peoples’ reaction.

“Your band is cool! Are you guys doing any shows anytime soon?”

Miles handed the phone back. Gwen took it and slipped it back into her bag while shaking her head.

“No. The band isn’t together anymore,” she admitted, refusing to meet Miles’ eyes.

“Why not?”

“I’d rather not get into it.”

“Oh…” Miles sounded disappointed. Gwen sighed. She knew she didn’t have to share, but she suddenly felt compelled to explain.

“The band was me and three of my friends, including my best friend, but she died and…” Gwen trailed off. She closed her eyes and took a deep breath.

She couldn’t explain to Miles how it was her fault her best friend died. She couldn’t tell him how she got her powers and she didn’t know how to control them, and she ended up causing the death of her best friend. She couldn’t explain any of it without exposing her secret identity, and she knew no good would come of that.

“I’m sorry, Gwen. I’m really sorry that happened,” Miles said softly.

Gwen opened her eyes and finally noticed the tears welling in her eyes. She quickly wiped them away with her sleeve and took another deep breath.

“It’s fine. I’m fine,” she lied.

Miles slid his chair forward and gently placed his hand on Gwen’s shoulder. She looked him in the eyes.

“Hey, I know you don’t really like me for whatever reason, I’m kinda annoying I get it, but you can talk to me if you want. I’m your friend even if you don’t want me to be. And I can definitely relate to you,” he gave her a sad smile, “So just keep that in mind for the future, okay?”

Gwen nodded and Miles gave her some space again.

“You know, I don't not like you,” Gwen admitted, somewhat begrudgingly.

“You don’t really make that obvious.”

“I know. Just after everything that happened before I moved here and started going to Vision, I feel…” She wasn’t quite sure how to end her sentence.

“I know,” Miles replied, “I’d really like it if you gave me a chance, though. I promise I’ll be a good friend.”

Gwen paused for a minute to consider.

“I’ll give you a chance if we finish this project on time and get a good grade,” she offered.

Miles rolled his eyes and groaned. Gwen smiled.

“Fine. Let’s get started.

* * *

“Hey, Spidey, nice of you to join us,” Gwen teased as Miles landed on the rooftop. 

“I’m actually on time,” Miles pointed out, “So you can’t make fun of me for being late.”

“Calm down children,” Peter called out, wanting to stop any potential bickering before it could even start. He just wanted to make sure they were good for Monday night patrol before letting them loose in the city, allowing him to do his own thing.

“You guys did a good job last week on patrol. Just do the same things this week and you’ll be fine.”

“Are we closer to doing solo missions now?” Miles asked, full of hope.

Peter chuckled and shook his head.

“Kid, you’re gonna have to do a lot of patrol before you’re ready for a solo mission.”

Miles and Gwen both groaned loudly and dramatically. Even though they both knew they had only done one night of patrol on their own, they both desperately wanted to do a solo mission and prove themselves to Spider-Man.

“Come on, when are we gonna be ready? Weren't you doing solo missions at our age?” Gwen questioned.

“How old are you two?”

“Fifteen,” Gwen stated.

“Fourteen,” Miles simultaneously admitted.

They both turned and looked at each other in surprise.

“You’re already fifteen?”

“You’re only fourteen?”

Peter shook his head in disappointment.

“You two are actual babies. God, why didn’t anyone stop me from fighting crime back then? _ I _ was a baby.”

“You’re not having an existential crisis, are you?” Gwen asked.

“I’m fine. Just, neither of you are ready for a solo mission yet. I will let you know when your time comes. For now, focus on helping people and on your Monday night patrols.”

“Fine,” Miles and Gwen begrudgingly agreed.

“Good. It’s time to go. You two have fun,” Peter called out before hopping off the rooftop and swinging away.

“Please tell me you’re just as annoyed by his hypocrisy as I am,” Gwen said as soon as Peter was far enough away.

“What hypocrisy?”

“He was our age when he got his powers and he was completely on his own. Every mission was a solo mission for him. He taught himself everything he knows, and now he’s holding us back. I get that we need help and we’re still learning, but come on.” Gwen ended her rant with a huff.

“Yeah, it’s definitely annoying. I really appreciate his help, but he’s definitely holding us back a bit.”

“Ugh. I don’t want to think about this right now. I think it’s time to start patrolling.”

“Definitely,” Miles agreed.

He decided to take some initiative today and was the first to swing off the roof. Of course, Gwen was just behind him. Miles was jealous of how much sharper her spider senses were, but it motivated him to strengthen his more.

For a while they swung around the city, occasionally stopping to chat with people to see if they needed any help or knew of someone who did, but for the most part, Monday nights were calm in that area of the city. They eventually ended up sitting on another rooftop, watching and listening for an opportunity for them to step in.

“I have a question,” Miles broke the silence between them that had started when they decided to rest on the rooftop.

“Shoot.”

“Why did you decide to become a superhero?”

“Woah. That’s a deep one.”

“Yeah. Like I know that you were bitten by a spider which gave you powers, just like me and Spidey, but why did you decide to become a hero?”

Gwen sat silently for a minute, watching people pass by below their feet before deciding to respond. She really didn’t enjoy opening up to people, but she found it easier when both of them were masked and able to understand each others’ situation.

“I didn’t really plan on it, you know? I got bitten and given these powers, but I wasn’t planning on actually using the powers. I just wanted to be a normal kid, but then,” she paused to recompose herself, “then my best friend died. And it was all my fault because I didn’t use my powers. I regret it so much. I guess after that I decided to help people because I have these powers; I have the ability to help people like I should’ve helped her.”

Miles watched as she silently slipped her hand under mask to wipe away her tears. In that moment, he couldn’t help but think of how much Spider-Woman reminded him of Gwen. Just a couple nights ago she had opened up to him just like Spider-Woman did now. He let that thought pass, though, and slid closer to her.

“Hey, it’s not your fault,” he reassured her.

She turned towards him. “You don’t know that. You weren’t there.”

“I didn’t have to be there. I just know you. You’re a superhero, and regardless of what happened that night, it’s not your fault. You were just a kid with powers you didn’t understand.”

Gwen shook her head and clenched her fists. The guilt she felt from her best friend’s death was overwhelming and it clung to her. No amount of comforting words could get rid of it.

“I have a similar story,” Miles stated.

“Huh?”

“I have a similar story as to why I decided to become a superhero, if you wanna hear.”

Gwen let out a breath of relief and nodded. She wanted the focus off of her.

“So I was bitten by a spider - blah, blah, blah - you know how that works already. I was kinda freaked out at first, but then I thought it was really cool. I mean what kid in New York doesn’t look up to Spider-Man? So, of course, I go out and buy a crappy Spider-Man costume from the store,” Gwen couldn’t help but let out a small laugh at that image, “Then I quickly learn that Spider-Man _ does not _ shoot webs out of his body. Ironic right? Anyway, I end up going back to where I was bitten to get some answers, but I end up in a bad situation,” Miles’ tone quickly changes from the lighter tone he started off with, “I end up running away from some bad guys I wasn’t ready to fight. One of them turned out to be my uncle. He died so he could save me that night. I know that if I had decided to stay home that night he’d be okay. I still feel guilty about it, but my uncle is the reason I knew I needed to become a superhero. I had to use my powers to help other people.”  
  
“Wow,” Gwen commented when he finished. She hadn’t expected such a dark story to come from him, but she felt really comforted by the fact that Miles knew exactly what she had gone through.

“Yeah.” Miles sighed. He was kind of glad to be able to finally tell someone the truth of what happened. He had no one else to talk to about superhero stuff.

“Thank you,” Gwen whispered.

“For what?”

“I don’t know. It’s just nice to be able to talk to someone about all this spider business. It’s not like I can talk to my family about this.”

“Oh, I understand. Thank you, too. I’m glad I have a superhero friend.”

Gwen was a bit shocked. “Friend?”

“Yeah. We’re friends, right?”

Though she was tempted to say no, Gwen considered their interactions over the past few months of training together. She and Miles really had grown closer during their time together. She couldn’t deny that.

“Yeah, sure,” she agreed with a shrug. She knew she wouldn’t admit it, but she was fine with him thinking so.

“Yes!” Miles cheered, “Superhero friends!”

Gwen shook her head at Miles’ over the top reaction, but under her mask she smiled.

* * *

As Gwen walked into chemistry class, she was shocked to spot Miles already sitting at their shared desk. He flashed a smile at her. Gwen rushed to her seat.

“Am I late?”

“No. I’m early,” Miles stated proudly.

“Huh,” Gwen responded, completely dumbfounded. It was out of character for Miles to be on time for class, and even more so him being early.

“I’m just trying to be a better partner,” Miles explained.

“Wow. Well, that is a welcomed change. You should keep that up for the rest of your classes, too.”

Miles chuckled. “I think that might be pushing it. I don’t quite have the same motivation to be on time for my other classes, but I promise to try my best to be on time for you.”

Miles flashed a genuine smile before grabbing his bag to retrieve his chemistry notebook. Gwen sat stunned and lightly blushing at Miles’ words for a brief moment before shaking her head and following suit.

“If you keep this up, we might actually finish the project on time.”

“Hey, I promised on time and a good grade. That was the deal, remember?”

Gwen rolled her eyes. “Yes, I remember. That was the other night.”

“Good. I can’t have you back out now. I want my prize when we’re done.”

“‘Your prize’? Really?”

“Yes. I will forever cherish your friendship, Gwen.”

Gwen couldn’t help but laugh at the cheesiness of that statement. “Gross. Thanks, dude.”

“Don’t laugh! I’m being honest,” Miles defended with a chuckle.

“Oh, trust me. I know."

* * *

Miles sat at his desk in dorm room, humming along to some music while drawing. He had some time to kill before he and Gwen were supposed to work on their chemistry project together. He was currently working on yet another drawing of Spider-Woman. He really loved drawing her suit, especially after he noticed new details on her suit that he previously hadn’t noticed while training with her. 

As the next song began to play in Miles’ headphones, his humming turned into singing and he began drumming on his desk with his markers. He quickly got carried away and didn’t hear Gwen knocking on his door.

Unfortunately for Gwen, she could hear exactly what Miles was doing even before opening the door. She quickly let herself in and pulled off Miles’ headphones mid-song.

“Ah! When did you get here?” he yelled and jumped in surprise.

Gwen laughed. “Just now. What a performance that was.”

Miles rolled his eyes. “Yeah. I know. I’m not the best singer. I was just having some fun.”

“Oh, I can tell,” she teased, still giggling slightly. She reached into her backpack to pull out their project materials and placed them on Miles’ desk. That's when she noticed the drawing he was just working on.

“Another Spider-Woman?” she casually asked, pointing at the partially finished drawing. She was slightly stunned and frightened at how detailed it looked. He had to have gotten really close to her to be able to draw her suit that detailed and accurately, which was very concerning.

“Oh yeah. I just think she’s _ so _ cool, and I love her suit design,” Miles gushed.

“Oh,” Gwen replied, surprised. She didn’t know that Miles like her superhero self that much.

“Well, what about Spider-Man? Or Kid Arachnid?”

Miles shrugged. “Well, I think they’re all cool. I’ve drawn all three of them, but Spider-Woman is just my personal favorite. She’s really fun and chill.”

Gwen squinted her eyes. “‘Fun and chill’? How would you know that?”

The thought that Miles could possibly be Kid Arachnid briefly passed through Gwen’s mind, but she quickly pushed it away. It was ridiculous. She could come up with a thousand reasons as to why he couldn’t be Kid Arachnid.

“Uh, I don’t know. I guess it’s because I watch her a lot. I’m not a stalker, I swear!” Miles nervously admitted.

“Hmm, are you sure? Because ‘I watch her a lot’ kinda sounds creepy,” she teased. There was no way Miles actually stalked her. She would’ve noticed by now.

“Yes, I’m sure!” Miles defended, “It’s hard to explain, but I see her often, so I feel like I know her a bit.”

“Hmm, alright. I believe you.”

She decided to give Miles a break, but mentally made a note for herself to look around for Miles the next few times she planned on going out as Spider-Woman. She was really curious to know what Miles meant by ‘watching her’.

“Thank you.” Miles sighed in relief.

“You’re welcome,” she smiled, “Now let’s get to work, Spidey Stalker!”

Miles groaned while Gwen laughed.

“You’re the worst.”

* * *

Gwen was mid-swing, flying through the air, when her spider senses told her to turn around. Expecting danger, she quickly spun around to assess the situation, only to spot Miles trying to sneak up on her.

Gwen shook her head and turned back around to continue swinging towards their rooftop spot. Miles quickly caught up and began swinging in sync with Gwen.

“Hey Spidey!” he called out.

“You’re bad at surprises,” she commented.

“Sure, on Spider-people. It’s just not fair that you can sense me coming.”

“Well, it’s useful for not dying.”

Miles rolled his eyes under his mask. “Yeah, alright, but that’s no fun.”

“Being a superhero isn’t supposed to be fun. We’re saving people.”

“I firmly believe we can have fun while saving people.”

“Oh yeah?” Gwen challenged, “How?”

“Like this,” Miles retorted as he began swinging faster suddenly, “Race ya to the rooftop!”

“Crap,” Gwen whispered as Miles sped away. She quickly sped up her swinging. She considered herself to be a mature person, but she was also very competitive and refused to lose the race.

She began slowly catching up to Miles, but to her surprise, he was faster than her. She suspected he had been training alone exactly for this race.

“Looks like I’m the superior Spidey!” Miles bragged as the rooftop was in both of their sights.

Gwen knew she needed to do something quick to be able to win the race. She used to her webs to launch herself high up in the air, far above Miles, and spread her arms, letting her wings carry swiftly through the air.

“I think you were mistaken,” Gwen teased.

She looked down to watch as Miles spotted her overtaking him. She grinned smugly as she watched the eyes on his mask widen. In just a few seconds, she would reach the rooftop and win.

“No!”

Miles really wanted to prove that he had been improving his skills by winning the race. Seeing the rooftop only a few hundred feet away, he decided to go with his instincts and web Gwen's foot, dragging her downward.

“Hey!” She angrily yelled as she fell below Miles and he passed her.

“Sorry! No rules!” Miles defended.

She quickly returned the favor, webbing Miles foot and yanking him downward angrily. Instead of her passing him again, though, Miles crashed into her. They both quickly shot out webs to catch themselves, but they just ended up crash landing on the rooftop on top of each and covered in webs.

“Ouch,” they both called out.

Miles sat up first and brushed a web off of his arm before breaking down in laughter. Gwen sat up next and immediately punched Miles in the shoulder, but quickly began laughing as well.

“So we’re gonna call that a tie, right?” Miles asked.

Gwen smiled. “Yeah. It was a tie. Although, next time we race, I think we need to set some rules, so I don’t end up landing on my face again.”

Miles started laughing again. “I’m really sorry! That was a lot of fun, though.”

“Oh, I’ll be fine. And you’re right. I guess superheroes can have fun and help people.”

Gwen stood up and offered a hand to Miles, which he took.

“See? I’m obviously the smart Spidey.” Miles posed with his hands on his hips and his head tilted upward confidently.

“I don’t know about that one, but you’ve definitely improved a lot, dude. You swing faster than I do now, and your reflexes have also gotten faster. Good job,” Gwen praised.

“Thanks! I’ve been doing some extra training lately. I wanted to be able to keep up with you two. Speaking of,” Miles trailed off and pointed behind him as Peter landed on the roof behind him.

“Hey Spidey,” Gwen greeted with a wave.

“What the hell were you two just doing?” Peter asked, already sounding aggravated.

“Talking?” Miles replied confused.

“No, I’m talking about you two crashing onto the roof. What was that?”

“Oh, we were racing to see who could get here first,” Miles explained plainly.

Even though he was wearing a mask, Gwen and Miles could see the disappointed look on his face.

“I know you’re both kids, but do you really have to act that way?”

“Hey, we were just having a bit of fun, dude. There’s no harm in that,” Gwen argued.

Peter took a couple steps forward, getting closer to the pair.

“Do you know what that looked like? It looked like a couple of kids with powers they maybe shouldn’t have, messing around and not taking their responsibilities seriously,” Peter sighed exasperated, and added under his breath, “And they wonder why I don’t let them go on solo missions.”

Gwen clenched her fists angrily. “Hey! We are kids, but that doesn’t mean we aren’t responsible and capable. You can’t expect us to be serious all the time. You can’t tell me you didn’t use your powers for fun as a kid.”

“Yeah, I can’t,” Peter responded, “and I got in a lot of trouble because of that. Listen, if you two want to go off and be kids and play around with your powers, you’re free to go. The three of us are only here because _ you guys _ wanted me to help train you.”

“We want to be here,” Miles reassured Peter.

“Good.”

“Yeah,” Gwen added, “but we want you to stop underestimating us. I think we’re both ready for a solo mission.”

Peter groaned. He was starting to get sick of the whole “solo mission” things the teens had. He didn’t understand why they were so insistent on doing solo missions. They were still in training, but they had the ability to do solo missions themselves if they wanted. It’s not like he could physically stop them from running off and doing their own thing.

“Neither of you are. Trust me. You’ve both got a lot of progress you need to make before you’re ready for that.”

Gwen scowled under her mask. She didn’t understand how he could be so blind to the progress they’ve both made over the course of the past few months, and even just the past few times they had Monday night patrol. She really wanted to punch Peter in the face, but Miles step closer and put a hand on her shoulder. She glanced at Miles and they shared an understanding look before she relaxed. It wasn’t worth fighting Peter.

“Fine,” she conceded, “Why don’t we get training?”

“Let’s go, kids,” Peter called out as he swung off.

* * *

“Good morning, Gwen Stacy!” Miles called from their shared desk as Gwen walked through the door of the classroom. 

Gwen shook her head, but gave him a small smile as walked over and took a seat beside him.

“I can’t believe you’ve been early to class for 3 straight weeks. That’s gotta be a record or something,” she joked.

“Oh, it definitely is,” Miles laughed, “Just ask any teacher who’s ever taught me.”

“Well, I hope you continue to keep this up. It’s probably nice to not be running to class every morning, right?”

Miles shrugged. “I guess so, but I do really like my sleep. It has it's pros and cons.”

“Oh yeah?” Gwen questioned, “Like what?”

“Well for cons I get less sleep and now my parents expect me to be on time for everything, but for pros there’s less stress and you.”

Gwen blushed. “Me?”

Miles chuckled nervously. “Yeah, like I get to hang out with my friend and also not make you mad by being late.”

Gwen was tempted to refute the whole friend thing, but at this point she didn’t really seem to care all that much anymore. They were nearing the end of their project and she had actually grown to like Miles a lot. It was a weird feeling for her, but she didn’t think about it too much.

“Well, it will be interesting to see when you show up for class after we finish the project.”

“Yeah, that’s gonna be a surprise for me, too.” Miles laughed.

“Attention class,” their chemistry teacher called from the front of the room, “Just a quick reminder before we start class, your projects are due this Friday by the beginning of class. I hope you all have planned well.”

Miles turned to Gwen and shot her a confident smile and whispered, “We got this!"

* * *

“Guess what?” Miles shouted at Gwen as he landed on their rooftop meeting spot. 

“What?”

“Okay, remember last week when we were on patrol together and I discovered my venom strike power while helping the police detain that burglar?”

“Of course I remember,” Gwen replied, “I was so jealous you got a new power and I didn’t. Still jealous by the way.”

“I just discovered another new power last night!” Miles excitedly exclaimed.

“What? No fair, dude!”

“Hey, it’s not my fault I got bit by a spider.”

“Yeah, well so did I, and Spider-Man. Why do you have powers we don’t have?”

Miles shrugged. He had a lot of questions about the night he got bit himself, but after his uncle Aaron died, Miles decided it would be safer to just leave those questions unanswered. He had already paid the price once.

“I have no clue. The spider that bit me was really weird.”

“Clearly,” Gwen chuckled, “Anyway, what power did you discover?”

Miles perked up again, excited to show off his newest power. He was still learning to control it, but he could at least show it off for a couple of seconds.

“Let me show you,” he announced before making himself disappear right in front of Gwen.

“Woah, what the hell?”

Miles saw her eyes widen as she reached forward and poked his shoulder. Unfortunately, the poke knocked Miles’ concentration and he became visible again.

“Isn’t that cool?”

“Of course! That’s gonna be so useful during missions,” Gwen commented, already picturing Miles going invisible for a stealth mission.

“If we ever go on any missions,” Miles corrected, sounding mildly frustrated.

Gwen sighed. “Yeah, I know.”

They both felt like Spider-Man was never going to give them permission to go on any solo missions. They seemed to be doomed to doing Monday night patrol and training until he retires.

As if on cue, that’s when Peter swung in, landing in front of the two teens.

“Hey guys. You ready to patrol?”

“Yeah,” Gwen simply replied.

Peter could sense something was off immediately. Neither Gwen or Miles seemed interested in talking with him before going off on patrol.

“You two kids, alright? You’re not gonna beg me for solo missions or ask for any advice?”

“Well, will you let us go on any solo missions?” Miles asked.

“No.” Peter laughed. He still honestly didn’t understand why they wanted his permission so badly. It wasn’t like he was their dad. If they did something he didn’t like, there wasn’t much he could about, especially since he didn’t really even know who these kids were.

“Come on!” Miles whined, “I discovered another new power last night! I’ve improved so much since we started training. So has she. I think we’re ready.”

“I think that’s proof you’re not ready. There’s no way you’ve mastered that new ability by now, and who knows if you’ll gain anymore. You won’t be ready until you’ve mastered all your abilities. I will admit, you two have improved a bunch since we’ve started training, but you have a lot more room for improvement. Trust me.”

Miles sighed and frowned under his mask. He turned towards Gwen and he could tell she was just as disappointed. He felt like he was never going to be good enough for Spider-Man, and Gwen felt the same way. They were both really disheartened.

“Fine,” Gwen conceded, “We’re ready to head out now, unless you have anything else to say.”

“You’re free to go. Good luck.” Peter waved before swinging off.

“He’s got it backwards,” Gwen started as Peter got far enough away, “The fact that you’re gaining new powers is proof of how far you’ve come. And of course we still have far to go, but that doesn’t mean we’re not ready for solo missions. He’s probably so focused on comparing us to himself he can’t see what we can actually do. I mean we help people every Monday night.”

Gwen took a deep breath before slowly lowering herself and sitting down on the rooftop. Miles joined her.

“I know. It’s so not fair.”

Gwen turned towards Miles.

“Are you tempted to run off a solo mission even if he doesn't want us to?”

“Of course, but I’m kinda scared of everything going wrong and him having to save me. That would just be humiliating.”

Gwen nodded.

“You know what, forget this. Let’s go patrol. Let’s help people just like we always do. We’ll get our solo missions eventually, but we can still stop crime now,” Miles declared.

Gwen smiled and stood up, Miles following suit. She quickly gave him a tight hug.

“You’re right. Let’s do this."

* * *

Gwen was nervous to enter the chemistry classroom Friday morning. After she and Miles finished their project the night before, she left him in charge of printing, assembling and delivering it to their teacher the next day. Normally, she would’ve taken care of it herself to guarantee the project was safely turned in, but Miles insisted to prove himself to her. She had no clue how he ended up convincing her, but he did, and now was the moment of truth.

She stepped into the classroom and breathed a sigh of relief to find Miles there early and holding their project in his hands. Gwen quickly rushed over so she could inspect the project before they had to turn it in.

Instinctively, Miles handed the project to her as she sat down at their desk, and watched nervously as Gwen looked through the whole thing. He had assembled it perfectly the night before and even had a backup in his backpack just in case. He wanted to make sure the project made it safely to class, especially since he knew how important the project was to Gwen.

“Perfect,” she said with a relieved smile, “Thanks, Miles.”

Miles blushed and smiled back as she got up to go hand it into the teacher.

“So, how long until you think she’ll have it graded,” he asked and she sat back down.

“I don’t know. Why? We’re obviously getting an A on it,” Gwen confidently stated.

“Well, I need some confirmation on that A. After all, you said we could be friends once we finished the project and got a good grade on it.”

“Oh, right.” Gwen actually had forgotten about that during all the stress of the last few days of working on the project.

“Yeah, so I’d like to know sooner rather than later.”

“Oh, come on, Miles. Don’t take it so seriously,” she let out a nervous laugh and blushed, “We’re already friends.”

Miles instantly perked up at the mention of ‘friends’. It was the first time Gwen was willing to admit she was friends with him.

“Best friends?” Miles asked excitedly.

Gwen rolled her eyes and lightly punched Miles’ shoulder. “Don’t push it, dude.”

Miles threw up his hands in defeat and smiled.

“Okay. Friends it is."

* * *

It was Sunday night, and Miles had enjoyed his weekend at his parent’s apartment. School had gotten better since he started hanging out with Gwen, but he missed all his friends from his old school, and he really missed parents, so weekends were always a good time for him. 

Unfortunately, he did have to go back to school in the morning, so he was currently packing his backpack. After he started going to class early for Gwen, he had developed the habit of packing his bag the night before so he could just grab it and go. It saved him a lot of time and trouble.

Miles reached under his bed where he usually hid his spidey suit and grabbed it. He was about to shove it into his bag when he remembered that he was low on web fluid after his last training session, and since it was Sunday night, he would have to pick up the supplies to make more since he had patrol tomorrow.

Miles quickly slipped into his suit, put regular clothes on over it, and slipped his mask into his hoodie pocket before heading out to the living room where his parents were watching tv.

“Hey, I’m gonna go on a walk for a bit,” he announced as he headed towards the door.

“Okay, just don’t be out too late. It’s a school night,” his mom warned.

“I won’t be too long. Promise.” Miles opened the door and started walking out.

“And be safe!” his dad quickly added before he was gone.

“Okay!” he shouted back as he closed the door.

Miles walked up a block before ducking into the nearest alleyway. He quickly slipped on his mask and headphones before swinging towards Vision Academy where he’d be grabbing some chemicals to make more web fluid.

While he wasn’t stealing since students were allowed to take supplies from the school to use however they wanted, granted it wasn’t illegal, he was technically breaking and entering since the school was closed on Sundays.

Miles felt a bit guilty, especially since his dad was a super strict police officer, but it wasn’t like he could just make his web fluid in his dorm room with his roommate around. Plus, it was easier to not deal with people asking him what he was using the chemicals for. He had to keep his identity a secret.

* * *

“Crap,” Gwen frustratedly whispered to herself as she checked how much web fluid she had left in her suit. It wasn’t going to be enough to get her through patrol tomorrow night. 

She sighed as she quickly pulled on her suit. She was lucky that her dad was working late tonight. It meant she could slip out through the window without worrying about her dad looking for her while she was out.

She quickly took off in the direction of Vision Academy. She was going to quickly slip in, grab the chemicals she needed to make more web fluid, and slip out. She’d be home way before her dad and she’d be ready for tomorrow.

Once she reached Vision, Gwen landed on the rooftop and headed toward her usually point of entry; the vents. She was a bit surprised to find the vents already opened. It put her on edge a bit, but she wanted to get home as soon as possible, so she ignored it and climbed in.

The vents took her to the second floor where the chemistry supply room was. She poked her head out first to check and make sure nobody was around before quickly and silently jumping out. She knew Vision had security guards roaming around, and she did not want to run into any of them, especially not as Spider-Woman.

Gwen was suddenly put further on edge once she noticed the supply room door was slightly cracked open. She walked closer and used her enhanced hearing to listen in. All she could hear, though, was faint music, likely be played through headphones, and the sound of someone moving stuff around.

While Gwen certainly knew whoever behind the door was of no danger to her, she knew she was not going to like what was behind that door. Despite the fact she was breaking and entering herself, whoever was in there wasn’t supposed to be and could have bad intentions.

Gwen took a deep breath and readied herself to confront whoever was in the supply room. She quickly and silently pushed the door open and snuck in before freezing.

“Miles?!” Gwen gasped as she saw him standing before him, wearing his full spidey suit minus the mask.

Miles jumped at the sudden mention of his name and new presence in the room. He quickly turned towards and his eyes widened upon spotting Gwen in the doorway.

“Spider-Woman? You know me?” he asked in shock.

“Of course I-” Gwen instinctively began before quickly cutting herself off after realizing she still had her mask on. That didn’t stop Miles from catching her mistake, though.

“Wait, Gwen? Is that you?” Miles already knew the answer the second she slipped up, but he needed her to admit it.

Gwen knew she messed up and there was no use in denying it. She pulled off her mask and pushed back her hood, revealing her identity to him.

“Oh my god,” Miles whispered. While in retrospect, it was pretty obvious, it still shocked him.

The sudden realization that Kid Arachnid and Miles Morales were the same person hit Gwen hard, too. The only two people she was mostly willing to call her friends were the exact same person.

“How did we not find out sooner?” Miles was still in disbelief. “What have our spider senses been doing the whole time?”

“Miles, it only warns us of danger,” she reminded.

“And you don’t think this is dangerous? Knowing each others’ secret identities is pretty dangerous!”

“Yeah, I know, dude!”

Gwen was desperately racking her brain for a way to fix this situation, but there wasn’t anything they could do. There was no denying it.

Gwen suddenly got very mad. She wasn’t totally sure if she was mad at Miles, or herself, or even the god damn spider that bit her, but it didn’t matter at the moment. She was mad and it was going to spill out.

“How could you keep this a secret from me, Miles? I thought I was your friend.”

Miles’ eyes widen in surprise.

“Of course I’m your friend, but in case you haven’t noticed, you just let me start calling you that. There wasn’t much time in between then and now to drop my secret identity. That’s a pretty big secret to share. Not even my parents know yet.”

“Don’t be stupid, Miles. We’ve been friends for longer than that. You know I just have a hard time admitting it,” she retorted with anger still present in her voice.

“Look, I can tell you’re mad, but don’t call me stupid. Also, don’t be so hypocritical. You didn’t tell me either even though you considered us to be good enough friends,” Miles shot back.

Gwen sighed in pure frustration. She was way too angry to listen to Miles’ logic or have a calm, civil conversation at the moment.

“Okay, I can’t do this.” She shook her head. “You’re not gonna tell anyone, right?”

“Of course not,” Miles replied, a bit surprised, “Why would I? You know my secret, too. And we’re still friends.”

At least he hoped they were still friends. Gwen was really mad about the situation, which Miles thought was reasonable, but she seemed to be focusing most of her anger on him.

“Look, I just can’t have anyone knowing, okay? I need to go,” she quickly replied before reaching past Miles and grabbing the supplies she needed to make more web fluid.

“Wait, Gwen. Don’t you want to talk about this?” Miles quickly asked as she was headed straight for the door.

Gwen pulled on her mask and hood before replying simply with a “no,” and disappearing. Miles ran after her, but she had already made her way up into the vent. He knew he wouldn’t be able to catch up to her.

Miles sighed in defeat. He wanted to take a minute to stop and think about what had just gone down, but he knew his parents were expecting him back any minute now, so instead he grabbed the chemicals he needed and slipped on his mask before leaving as well.

He knew they would have plenty of time to talk about it during patrol tomorrow night.

* * *

Miles wasn’t sure what to expect when he showed up to chemistry class. He was mentally preparing himself for the possibility that Gwen requested to switch seats. After how fast she left the night before, he didn’t think she was going to be eager to be around or work with him. He was pleasantly surprised, though, to find her sitting at their shared desk when he arrived. 

He took his seat and looked over at her expectantly. She was reading her notes and not even acknowledging his presence.

“Hey,” he greeted softly.

“Hello,” she replied without looking up from her notes.

Miles frowned slightly. He could tell she really didn’t want to talk to him, but he still believed they were friends. He wanted to talk to her.

“How are you doing?”

“Fine.”

Again, she did not look at him. Miles was quickly getting frustrated.

“Are you seriously not gonna talk to me?”

“I am talking to you.”

“Okay, but you’re not looking at me or really engaging in this conversation.”

Gwen sighed and looked at Miles with a tired expression.

“This better?”

“Yes, but are you gonna actually talk to me? I know we can’t exactly talk about what happened here, but we’re still friends right?” He did not feel confident that she was going to agree.

“Okay, listen Miles, I really don’t wanna talk about that here. So just drop it and focus on class.”

“Are we going to talk about it?”

“Miles, just drop it,” she warned before turning back to her notes.

Miles frowned again, but he knew better than to push her, especially somewhere they couldn’t actually talk about what happened. He was just going to have to wait.

* * *

For the first time since she was bitten, Gwen wasn’t looking forward to putting on her suit and going out to help people. She and Miles were going to spend the whole evening together and Monday nights usually weren’t very busy, so she knew they were going to have to talk sooner or later, although she definitely preferred later. The whole situation was such a mess, and she still didn’t exactly know how to feel after the previous night’s reveal. 

Gwen knew she couldn’t run away or hide, though, so she swung her way across the city to their meeting spot. She had purposefully left late in hopes of arriving after Spider-Man, so Miles wouldn’t try to talk to her before patrol. Unfortunately, she seemed to be unlucky because Spider-Man hadn’t arrived by the time she reached the rooftop, but Miles had.

“Hey,” he cautiously greeted as she landed.

“Hi,” Gwen quickly replied before turning her back to him and walking over to the edge of the rooftop.

“Can we please talk now?”

Gwen shook her head. She knew it was coming.

“I’d rather not,” she replied honestly.

“Gwen, come on. We need to talk about this.”

“What is there to talk about, Miles? We know each others’ identities and we’ve agreed to not tell anyone.”

Miles walked over and stood beside her.

“Well, you seemed really upset about it last night. I want to make sure you’re okay and that we’re still friends.”

Gwen crossed her arms and turned towards Miles.

“I don't know. I’m still really upset and I feel betrayed.”

“Betrayed? Why?”

“Because I feel like my trust was broken. I feel lied to. I feel like you should’ve told me.”

Miles was genuinely shocked by the last bit.

“That again? Gwen, you just agreed to be friends with me the other day. We haven’t been friends long enough to drop a secret like that.”

“You know we’ve been friends longer than that. Especially if you count Spider-Woman and Kid Arachnid’s friendship.”

“You know that goes both ways, right? You could’ve told me, too.”

“You know I don’t like opening up to people,” she defended.

“Hey, it’s not easy for me either. You know what happened to my uncle. I don’t think it’s fair to put that on me.”

Gwen sighed and turned away from Miles again.

“I told you I didn’t want to talk about it.”

“Well, we can’t just stop there, Gwen.”

“I’m done talking about this now. Plus, Spidey’s here. We have better things to do.”

Miles wanted to argue, but Peter had just landed next to them, and he didn’t want to talk or argue about that in front of him. He just sighed in defeat and turned towards Peter.

“Hey, kids. Ready for patrol today?”

Both Miles and Gwen quietly confirmed that they were ready. Peter quickly picked up on the awkward energy between the pair. They were standing kind of far apart and not interacting with each other now that he was here.

“What’s going on here?”

“Nothing,” Gwen quickly replied.

“Yeah, okay, I might be old, but I’m certainly not blind. Tell me the truth,” he insisted.

Miles glanced over at Gwen, as looking for permission to tell Peter about their situation. Gwen just ignored him and decided to explain herself.

“We found out each others’ identities last night.”

Peter almost wanted to laugh at their misfortune. He had been Spider-Man for over 20 years and only people he’d told knew his true identity, yet these kids are heroes for a handful of months and manage to blow their cover, and to each other. He found it pretty funny, but he could tell the situation was a more serious one.

“Well, you two are friends. You’re not going to tell anyone, so what’s the problem?”

“I’m upset. I feel betrayed.”

“I’m upset, too, but I didn’t betray you,” Miles argued.

Gwen turned towards him. “That doesn’t change the way I feel,” she replied angrily.

Peter could sense the tension rising quickly and he really didn’t want to cause a fight between them.

“Okay, okay. You’re both upset, and I get why, but let’s not fight. It’s an unfortunate situation, but you’re gonna get through it.”

Gwen shook her head and turned away from Miles and Peter again.

“Okay, whatever.”

Miles frowned and turned away from her as well. He clearly understood that she was upset, but he also felt unfairly blamed. They both were in the same exact situation and he firmly believed neither of them were to blame for what happened. It was an accident.

Peter contemplated exactly what to do next. He definitely knew he wasn’t great with kids, but as an adult who understood their situation, he knew he needed to help them through it.

“Okay, I think we should change our plans,” he announced.

“What do you mean?” Gwen asked.

“You two are going into time-out for now.”

“Time-out?” Miles questioned, “We’re not five.”

“Yeah, well you’re kids. Same difference.”

“Not really.”

“Wait, what do you mean by ‘time-out’?” Gwen interrupted.

“I mean you two are in time out until you figure this mess out. No patrol and no training.”

“What?” Miles whined.

“That’s not fair!”

Peter felt really glad about his decision to not have children at that moment. He knew he could never deal with that every day for the rest of his life.

“Yeah, I don’t care. You two obviously can’t work together until you get this situation sorted out, so you’re in time-out until you do. You need to be a team for patrol, and you can’t be distracted by whatever fights you have going on.”

“You can’t stop us,” Gwen argued.

“True. I can’t stop you from going out, but I will not train you two until you have resolved this. Plus, you two look up to me too much to go against what I say.”

Gwen was practically fuming. She wanted punch Peter, but she knew that wasn’t a good idea. It would only prove to him that she was an emotional kid who probably wasn’t responsible enough to be a superhero.

“Hey,” Miles called to Gwen, and she turned towards him, “We can work this out right now. We can go somewhere and talk about it. We don’t have to be in ‘time-out’.”

Miles was trying his best to keep and level head and be rational. He was only upset with Gwen because she was blaming him. He would be willing to put the situation to rest if she just agreed that neither of them were to blame.

Unfortunately, Gwen still wasn’t in the mood to talk. Her mind hadn’t changed in the past five minutes and she knew talking would go nowhere right now.

“No thanks. I’ll just go sit in ‘time-out’.” She glared over at Peter as she mentioned “time-out”. She then swung off before either of them could say anything. She needed to go cool off.

Miles almost wanted to chase after her, but he could tell that would only make the situation worse. He was just going to have to wait until Gwen was willing to talk to him.

“I guess I’m off to ‘time-out’ as well. Bye."

* * *

Miles sighed as he rested his head on the windowsill of his dorm room. It was Monday night and he was supposed to be out swinging around and helping people. Instead he was watching the city from his window. This was going to officially be the third patrol he and Gwen had missed due to being in “time-out” still. 

Miles did his best to give Gwen some space over the past two weeks. He only talked to her to check how she was feeling and to talk about school stuff. He didn’t want to push her into talking. He knew how important being a hero was to her, too. She would eventually get sick of sitting on the sidelines, of course that is if she actually participated in their “time-out” like Miles did. He wasn’t sure if she actually listened to Peter or not.

It also never really occurred to Miles how becoming a superhero had become such a big part of his life until he suddenly couldn’t be one. Of course, it was very important to him, but after realizing how many hours he put into helping people everyday, it became very apparent. He went from having a full schedule with school, training, patrol, and his social life, to going to class and spending many hours doing nothing in his dorm room. After two weeks, it became a bit frustrating, too.

Miles continued watching the people and the cars in the street below him, until he felt a kick on his chair. He turned around and saw his roommate standing behind him.

“You have a guest.”

Miles stood up and looked towards the doorway. He was surprised to find Gwen standing there nervously glancing down at her feet. He quickly made his way over to her.

“Hey,” he cautiously greeted.

“Hey. I think we should go somewhere to talk.”

Miles smiled which put Gwen at ease. She was nervous Miles would be angry at her for putting it off for so long, but she was glad to see he wasn’t.

“Yeah, let’s go,” he offered before heading somewhere where they could talk without being interrupted.

They made their way to the rooftop of Vision and sat together, facing the sunset. Gwen nervously tucked her hair behind her ear before turning towards Miles.

“Listen, I just want to say sorry. It was totally unreasonable to expect you to reveal such a big secret after being friends for such a short amount of time.”

Miles smiled. He was happy to hear her admit that.

“I forgive you. It’s really scary to have someone know your secret identity, especially after what we’ve been through.”

“Yeah, but it’s okay, though. We’re friends and I trust you. I know you won’t tell anyone, and I honestly think it’s better that we have no secrets now.”

“Oh, really?”

“Yeah. You’re like my best friend, Miles,” Gwen admitted with a blushing face.

“Woah.” Miles was stunned to hear that, especially after two weeks of almost no communicating, but he was also elated to hear her call him her best friend.

Gwen turned her head away to avoid seeing Miles’ reaction.

“Yeah, anyway, if we’re good then I’m ready to get back to being Spider-Woman. I’ve been dying to go on patrol.”

“I think we’re good. And I’m so ready to be Kid Arachnid again. My life is so boring when I’m not being a superhero.”

Gwen laughed and stood up, offering her hand to Miles. He took it and stood beside her.

“We can probably still go on patrol tonight if we swing _ really _ fast.”

Miles smiled mischievously. “Wanna race there?”

“Oh, you’re on.”

* * *

After getting into their suits and swinging faster than they ever have before, Gwen and Miles made it to their rooftop meeting spot while Peter was still there. They were both glad to see him. 

“Wow, I honestly didn’t expect to see you two here tonight,” Peter admitted.

“We talked it out and everything’s good now,” Miles explained, “We’re ready to get back to training and patrolling.”

Peter turned towards Gwen and gave her a suspicious look. She picked up on his suspicion and quickly agreed.

“Yeah. I apologized and we’re good now.”

“Well, good. I’m glad you two could make up. You can head home now. I’ll see you tomorrow for training.”

“Wait, what about patrol?” Gwen asked.

“You’re going to have to earn that back. I can’t exactly trust you to go out on your own when you’re having fights.”

Miles shook his head in disbelief. “It was just one fight about something pretty big. You know how important hiding our true identities are.”

Peter sighed. He really didn’t want to argue with two kids, but he could sense it was coming regardless.

“Listen, I’m in charge. You two are not going on patrol tonight, and I’m not changing my mind. You guys need to prove to me that you’re mature enough to being superheroes.”

Miles took a step forward and was about to argue back when Gwen put her arm in front of him to stop him. He paused and looked over at her. He couldn’t see her face, but she gave him a small nod like she was saying “I’ll take care of this”.

Miles relaxed and took a deep breath. He really didn’t like arguing, so he was glad he wouldn’t have to.

“Fine,” Gwen started, “We’ll see you tomorrow for training.”

Miles was stunned to hear her agree with Peter. Normally, she was much more stubborn than he was, but he figured if Gwen thought the fight wasn’t worth it, he should probably follow her.

Peter was also pleasantly surprised to have Gwen deescalate a situation for once.

“That’s a good start. I’ll see you guys later,” he replied before swinging off.

“Okay, we’re totally ignoring him,” Gwen announced after Peter was far enough away.

“What?” Miles honestly thought Gwen had given up for once.

“We’re going on patrol. Look, he’s not our dad; he can’t tell us what to do. We’re gonna go help people tonight.”

“Hell yeah!” Miles excitedly agreed. It felt nice to be rebellious while also doing good.

“Let’s go."

* * *

Miles was still on a high from going on patrol against Peter’s wishes when he arrived at the rooftop for training the next day. 

“Hey, Spidey,” he greeted Gwen who was sitting on the edge of the building. He joined her.

“Hey!” she greeted and hugged him, “Do you think we got away with it last night?”

“Definitely. There was no way he saw us last night.”

“Good. I’m not in the mood to be lectured today.”

“Same.”

Gwen and Miles sat together and talked for a while before they both noticed that Peter was really late. This made Gwen feel a bit uneasy.

“Okay, he’s definitely late. Do you think he found out and decided to just not train us anymore or something?”

Miles stood up. His spider senses were telling him that something was very off.

“No. I think something happened to him.”

Gwen stood up, too. “What makes you think that?”

“I don’t know, but my spider senses are telling me that something is definitely wrong.”

Gwen wasn’t feeling anything herself, but she trusted Miles’ instinct. She had seen him improve his powers to the point where if he said something was wrong, she didn’t doubt him.

“You might be right. He’s never not showed up. Do you think something happened to him last night? We were so concerned with avoiding him, we have no clue what he was doing.”

“Yeah. I think we should go investigate.”

The gravity of the situation was slowly sinking in for the both of them. They really didn’t know much about their mentor, but they knew something was off. He could possibly be hurt or in trouble with the police, and they had to come to his rescue.

“Where do we start?” Gwen asked.

“I think we should start by going back to all the places where we saw him last night. If something happened to him it likely occurred last night.”

Gwen nodded and they took off. They swung around the city visiting various spots they had spotted Peter the previous night and investigating the area. Neither were particularly good at investigating, but they both trusted their spider senses to notice if anything was really off and to point them in the right direction.

Eventually, Miles spotted a few drops of blood on the ground in an alleyway they saw Peter hanging out around the night before.. His spider senses were telling that it was Peter’s blood and that he was in trouble.

“Look,” Gwen pointed in front of them, “There’s a trail.”

“Are you as freaked out as I am right now?” Miles asked as they began to carefully followed the trail.

“Yeah. Anyone who could hurt Spider-Man is definitely dangerous. What if we have to face them without him?”

Gwen was started to get a bit worried. While they did patrol alone, they always knew that Peter was somewhere in the city, ready to offer support if they needed it. Right now, as far as they knew, they were on their own.

Miles tried his best to focus on finding Peter and not speculating on what had happened to him, but he was also worried. They had wanted an opportunity like this to prove themselves for so long, but he wasn’t sure they would be able to handle it.

“I think that we need to stay focused. I mean, what if he’s fine and just had a nosebleed on his way home?”

“I doubt that, but I hope you’re right. This isn’t what I wanted our first solo mission to be.”

“Yeah, same here. At least we have each other, though.”

Gwen smiled and reached over to grab Miles’ hand. She gave him a supportive squeeze as they continued to follow the blood trail. The trail eventually ended at a seemingly abandoned building, but even without their spider senses, they both knew it was not empty.

They both quickly climbed up the side of the building and made their way up to the roof.

“I’ll crawl in the vents and look around,” Miles offered.

“Okay,” Gwen agreed, “I’ll watch your back. Good luck.”

* * *

“You know, for a scientist, you’re really unethical,” Peter commented. 

Dr. Octavius sighed as she turned around to face Peter.

“And for a hostage, you’re awfully chatty.”

Peter shrugged. “Yeah, well, not much else to do while strapped into this weird chair thing. I’ll stop talking if you let me out of this chair, though.”

She chuckled and shook her head at his comment.

“That’s definitely not happening. And you can’t annoy me into releasing you, Peter. I need you for my experiment and I have ways of shutting you up.”

Peter narrowed his eyes suspiciously.

“Are you threatening me or flirting with me?”

Dr. Octavius rolled her eyes and returned to her work. Peter sighed. He was bored of being a hostage. Many people have unsuccessfully tried taking him hostage before, but only Dr. Octavius was smart enough to create special restraints to actually trap him.

Suddenly, Peter’s spider senses told him to look up. He did as told and searched the ceiling until he found a vent. Peaking through the opening, he saw Miles’ mask.

Peter was excited to see a familiar face. He wasn’t sure whether or not the kids would notice or care that he was gone when they showed up for training. He was very pleased that not only were they able to track him down, but they were able to find him without getting caught. That was going to make his escape much easier.

Peter gave a nod to Miles’ acknowledging that he saw him before Miles disappeared back into the vents. It was at that moment Peter started to regret not letting Gwen or Miles do much heroing on their own. He was completely at the mercy of whatever plan they came up with.

Peter took a deep breath to relax himself. He knew the kids were smart and he had no other choice than to trust them, so he prayed that were able to at least free him before being caught.

* * *

Miles met back up with Gwen on the roof. Gwen was nervously waiting for him.

“Okay, what’s going on? Is he here?”

“Yeah, he’s here and he’s definitely going to need our help.”

“What’s the situation?" 

“He down in the basement area and he seems to be restrained by some sort of device he can't break out of. There’s also a ton of bad guys down there.”

Gwen rolled her eyes. “You’re gonna need to be more specific than ‘a ton of bad guys’. I need to know what we’re up against.”

“Sorry. I think there’s about 30 of them. Some are armed and some seem to be scientists or something. They’re working on a project down there. I have no clue what they’re building, but my guess is that it’s not for any good purpose.”

Gwen nodded. “Okay. Now we need a plan of action.”

“Okay, well, we’re definitely outnumbered and they’re armed, so I think the first thing we should do is free Spider-Man.”

“Did you see anything down there we can free him with? I doubt we’re strong enough to break those things restraining him ourselves.”

Miles paused and closed his eyes. He was trying to remember what was in the room.

“Oh, yes! I think I saw a remote on a desk in the corner of the room. I think it’s for the restraints.”

“Good. When we get in there I’ll grab that and free him. If that doesn’t work then our plan B will be to break the restraints ourselves. Hopefully with our combined strength we’ll be able to free him.”

“Got it. What should we do after we free him?”

“Dude, he’s Spider-Man. The second we free him we should follow his lead and get out of there.”

“Fair. I’m ready. You?”

Gwen took a deep breath and nodded. She was ready to prove herself.

* * *

Peter sat silently, occasionally glancing up at the ceiling, trying to see when Miles and Gwen were going to sneak in. It had been awhile since Miles’ had disappeared into a vents, and he was beginning to worry that they didn’t know what to do. Luckily, the next time he glanced up he saw the vent open and Gwen crawling out onto the ceiling. She glanced down at and he tried to subtly give her a thumbs up. 

She gave him one back before making her way towards the corner of the room where he knew Dr. Octavius had left the left the remote for his restraints.

‘Smart kids.’

He smiled to himself. He was happy to see that they were able to come up with such and good plan, and it seemed to be going well so far.

“Hey!” he suddenly heard on of the guards standing in front him call out as he pointed towards the corner where Gwen was about to grab the remote.

All heads turned towards Gwen as she froze halfway down the wall. She stayed frozen until the guards began to aim her guns at her. She quickly dropped down, landing on the desk, and scooped up the remote before sticking her arm up. A web came from the ceiling and wrapped around her wrist. It pulled Gwen back up into the vents as the guards began shooting towards her.

While being pulled up to the ceiling, Gwen quickly pressed the button on the remote and freed Peter. The second Peter’s restraints came off, he jumped out of the chair, picked his mask up off the ground, and put it back on.

Once the guards noticed he was free, they began aiming at him instead. He quickly disarmed and knocked out a few of the closest guards to him. When he had a second, he looked back up at the ceiling where Gwen and Miles were waiting, unsure of what to do.

“You two, get out of here,” he called to them, “I’ll take care of this. Get to safety.”

He was really proud of them for what they did, but he knew this situation was Spider-Man business. They weren’t ready to take on such a large group of armed bad guys.

He quickly turned his attention back to the guards, taking out two more before noticing a presence behind him. He threw a quick glance over his shoulder and spotted Miles and Gwen, working together to take out a few guards.

“What are you guys doing?”

“We’re a team,” Miles called out.

“And we’re not done with our mission until you make it out of here safely,” Gwen added.

Peter was surprised, but he certainly wasn’t complaining.

“Okay, team. Let’s do this.”

* * *

“Oh god, I’m so tired,” Peter complained as he sat down on the edge of the rooftop. 

“Yeah, that was really intense,” Gwen admitted as she and Miles sat down beside him.

“And kinda terrifying,” Miles added.

Peter chuckled. “Yeah, that’s the job.”

He took a minute to close his eyes and rest. Being a superhero was just getting harder as he got older.

“I’m proud of you two. You guys were amazing today.”

Gwen and Miles exchanged glances. After all the frustration Peter had caused them by refusing to recognize how much they’ve improved, it felt amazing to not only have him recognize them, but to be proud of them, too.

“Thank you, Spider-Man,” Gwen replied feeling genuinely grateful to have her mentor finally recognize her.

“Actually, you guys can call me Peter.”

“Woah, did you just tell us your name?” Miles exclaimed.

“Yeah. I think it’s time I put more trust into you two,” he paused before adding, “I know I’m supposed to be your mentor, but I guess you guys ended up teaching me a lesson. I really felt like a proud dad today when you guys helped rescue me. Before I was too concerned with comparing you guys to me and worrying about how mature you were that I really didn’t realize how much you two have improved over the past few months.”

Gwen playfully punched Peter in the shoulder.

“That’s what I’ve been saying the entire time.”

Peter threw his hands up in defeat. “I know. I know. I’m just as stubborn as you guys, but I’m seriously proud.”

“Thanks, Peter.” Miles was practically beaming after Peter’s compliment and learning his real name.

“So, do you think you could give us some more responsibility now?” Gwen asked, slightly nervous she was going to be turned down yet again.

“Are you kidding? I’m retiring tonight. You two can have my job,” Peter joked. Gwen and Miles laughed.

“I’m ready,” Gwen confirmed, “After tonight, I feel like I can do anything.”

“Careful,” Peter warned, “You’re still lacking about 20 years of experience, but I definitely think you two are ready for a lot more responsibility. How about Monday and Friday night patrols alone? I’ll let you two do your thing totally uninterrupted.”

“Yes!” Miles eagerly agreed and high-fived Gwen.

Both Miles and Gwen were absolutely ecstatic. For the first time ever they both felt like fully capable superheroes, and Peter was treating them like it, too. It was all they wanted from him, and it felt amazing.

**Author's Note:**

> This fic is part of the Spider-Verse Big Bang 2019. Be sure to check out my tumblr (boom-its-chris) to see the art created to go with this fic!


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